On July 12, 2022, the Company completed the acquisition of 100% of the remaining shares in CartiHeal, a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints. The Company held an equity interest in CartiHeal prior to the acquisition.

The total purchase consideration for the acquisition of CartiHeal included cash, deferred payment obligations and contingent consideration. The Company was unable to secure a financing solution to fund the deferred payment obligations on terms the Company believed to be favorable to it and its shareholders. As a result, on February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. (“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders (collectively, the “Former Securityholders”). Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, agreed to forbear from initiating any legal action or proceedings related to the non-payment of outstanding deferred payment obligations or contingent consideration arising from the Company’s acquisition of CartiHeal in exchange for non-refundable payments totaling $10,150.

The Company transferred 100% of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders pursuant to the Settlement Agreement. Accordingly, the Company concluded that upon execution of the Settlement Agreement, the Company ceased to control CartiHeal for accounting purposes, and therefore, deconsolidated CartiHeal effective February 27, 2023. CartiHeal was part of the Company’s International reporting segment. The Company treated the deconsolidation of CartiHeal as a discontinued operation. The loss upon disposal was $60,639 and was recorded within discontinued operations, net of tax within the consolidated statements of operations and comprehensive income (loss). The loss on disposal consists of the book value of CartiHeal’s net assets at the time of disposal, goodwill attributable to CartiHeal and the previously discussed non-refundable payments made to Elron. CartiHeal had no sales for the year ended December 31, 2023.


	2023
Selling, general and administrative expense	$	1,728
Research and development expense	396
Change in fair value of contingent consideration(a)	1,710
Depreciation and amortization(a)	4,264
Operating loss from discontinued operations	(8,098)
Interest expense, net(a)	4,889
Other expense(b)	61,442
Other expense	66,331
Net loss from discontinued operations	(74,429)
Loss attributable to noncontrolling interest—discontinued operations	14,937
Net loss attributable to Bioventus Inc.—discontinued operations	$	(59,492)

(b)Other expense includes the $60,639 loss on deconsolidation, of which $10,150 was attributable to non-refundable payments. Total investing cash outflows included these non-refundable payments and $1,356 cash on hand at disposal.